Edserv Softsystems Ltd Auditors Report.

Auditors Report to the Members Of EdServ Softsystems Limited

1. We have audited the attached Balance Sheet of Edserv Softsystems Limited as
at March 31, 2012 and the Profit and Loss Account and the Cash Flow Statement for the year
ended on the date annexed thereto. These financial statements are the responsibility of
the companys management. Our responsibility is to express an opinion on these financial
statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in
India. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and the
disclosures in the financial statements. An audit also includes assessing the accounting
principals used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central
Government of India in terms of sub-section (4A) of the Companies Act, 1956, we enclose in
the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report
that;

i. We have obtained all the information and explanations, which to the best of our
knowledge and belief were necessary for the purpose of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the
company so far as appears from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss Account (read in conjunction
with the Notes and Schedule attached thereto) dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,
1956 except the following;

i. Note No. 23.m to Financial Statements regarding Confirmations of Balance from Sundry
Debtors, Deposit accounts, Loans and Advances, Certain Creditors have not been obtained.
Accounts of certain sundry debtors, loans and advances, deposits and creditors are under
review and reconciliation. Adjustments, if any will be made on completion of
review/reconciliation / identification of doubtful debts/advances.

ii. The Company has initiated the process of review of impairment of assets in the
respect of the tangible, intangible and other current assets their results in such
impairment is awaited, The financial implication if any on the above will be provide
appropriately at later stage.

iii. The Company has been subjected to survey by Income Tax Department during the year.
The amounts of demand from the Income Tax Department for the preceding years are before
appellate authority. Further notices were issued by the assessing officer for reassessment
of earlier years. The assessment proceedings are in various stages and are yet to be
completed. The company is confident the matter shall be decided later and financial
implications on above cannot be ascertained as on date, Hence no provision is made for
such matters in the books.

In all the cases referred to above, effect on financial statements is not
ascertainable. We do not express independent opinion on these matters.

v. On the basis of written representations received from the directors, as on 31st
March, 2012, and taken on record by the board of Directors, we report that none of the
directors is disqualified as on 31st March, 2012 from being appointed as a director in
terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. Subject to our comments vide para 4.iv.i, 4.iv.ii, and 4.iv.iii above, in
our opinion and to the best of our information and according to the explanations given to
us, the said accounts give the information required by the Companies Act, 1956, in the
manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India:

a. in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st
March,2012;

b. in , the case of the Profit and Loss Account, of the Loss for the year ended on that
date;

c. In the case of the Cash Flow Statement of the Cash Flows for the year ended on that
date.

For RAJ AND RAVI

Chartered Accountants

V. RAJ

(Membership No. 23211)

Place: Chennai

Partner

Date: 30.05.2012

Firm Registration No. 010935S

Annexure referred to in paragraph 3 of the Auditors Report to the members of on the
accounts for the year ended 31st March, 2012.

1. a) The company has maintained proper records showing full particulars including
quantitative details and situation of the fixed assets.

b) As explained to us, all the fixed assets have been physically verified by the
management at reasonable intervals during the year. According to the information and
explanations given to us and the records produced to us for our verification,
discrepancies noticed on such physical verification were not, in our opinion, material and
the same have been properly dealt with in the Books of Account.

c) During the year the Company has not disposed off any substantial of major part of
the Fixed Assets.

2. The company did not hold any stock of inventory. In view of the foregoing, the
provisions of clause 4(ii) of the Companies (Auditors Report) Order, 2003 (as amended)
are not applicable

3. As informed, the company has not granted any loans, secured or unsecured, to/from
companies, firms or other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.

4. As informed, the company has taken loans, from Subsidiary listed in the register
maintained under Section 301 of the Companies Act, 1956. The Loan is repayable on demand
and there are no overdue amounts.

5. In our opinion and according to the information and explanation given to us, having
regard to the explanation that some items are of special nature for which alternate
quotations cannot be obtained, there is an internal control system commensurate with the
size of the company and nature of its business for purchase of fixed assets and for the
sale of software products and services. During the course of audit, no major weakness has
been noticed in the internal control system in respect of these areas. During the year,
there are no transactions of purchase of inventory.

6. a) Based on the audit procedures performed by us and according to the information
and explanations provided by the management, we are of the opinion that the transactions
that need to be entered in the register maintained under Section 301 of the Companies Act,
1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the
transactions made in pursuance of contracts or arrangements entered in the register
maintained under sec 301 and exceeding the value of Five Lakh rupees in respect of any
party during the year have been made at prices which are reasonable having regard to
prevailing market prices at the relevant time.

7. In our opinion and according to the information and explanations given to us, as the
company has not accepted deposits from the public within the meaning of the provisions of
Section 58A and 58AA of the Companies Act, 1956 paragraph 4(vii) of the Order is not
applicable.

8. In our opinion the company has an internal audit system commensurate with size and
nature of its business.

9. To the best of our knowledge and as explained, the Central Government has not
prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act,
1956.

10. a) According to information and explanations given to us and as per records
produced before us for verification, the company is regular in depositing with appropriate
authorities undisputed statutory dues including P.F. E.S.I, Sales Tax, Income tax, Custom
duty and any other undisputed statutory dues.

b) As per information and explanations furnished to us and on verification of records
produced, no undisputed arrears of amounts payable in respect of sales tax / income tax /
custom / wealth tax / excise / service tax were outstanding as at 31st March 2012, for a
period of more than six months from the date they became payable.

c) According to the records of the Company, there are no disputed dues in respect of
sales tax / income tax / custom / wealth tax / excise / service tax as on 31st March 2012.

11. The Company has no accumulated losses as at 31st March, 2012 and has not incurred
any cash losses during the financial year ended on that date or in the immediately
preceding financial year.

12. In our opinion and on verification of records, the company has not defaulted in
repayment of dues to financial institution, bank or debenture holders.

13. The company has not granted any loans or advances on the basis of security by way
of pledge of shares, debentures and other securities and therefore paragraph 4(xii) of the
Order is not applicable.

14. The provisions of any special statute applicable to Chit Fund and Nidhi / mutual
benefit fund/society are not applicable to the company and therefore paragraph 4 (xiv) of
the Order is not applicable.

15. The company is not dealing or trading in shares, securities, debentures and other
investments and therefore paragraph 4 (xiv) of the Order is not applicable.

16. According to the information and explanation given to us, the Company has not given
any guarantee for loans taken by others from banks or financial institutions and therefore
paragraph 4 (xvi) of the Order is not applicable.

17. The company has not availed term loans during the year.

18. According to the information and explanations given to us and on an overall
examination of the balance sheet of the company, in our opinion, no short term funds has
been used for fixed assets (long term investments) no long term funds were raised for
short term investments.

19. The company has not made any preferential allotment of shares to parties covered in
the Register maintained under Section 301 of the Companies Act, 1956.

20. The Company has not issued any Debentures during the year under report.

21. During the course of our examination of the books and records of the Company
carried out in accordance with the generally accepted auditing practices in India and
according to the information and explanations given to us, we have neither come across any
instance of fraud on or by the Company noticed or reported during the year, nor have we
been informed of such case by the management.

Mutual Funds:

Insurance:

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